Winthrop Realty Liquidating Trust - FORM 8-K - EX-99.2

Attached files

file	filename
8-K - Winthrop Realty Liquidating Trust	e607669_8k-wrt.htm
EX-99.1 - Winthrop Realty Liquidating Trust	e607669_ex99-1.htm
EX-99.3 - Winthrop Realty Liquidating Trust	e607669_ex99-3.htm

Winthrop Realty Trust

Supplemental Operating and Financial Data

for the Nine Months Ended September 30, 2010

WINTHROP REALTY TRUST

SUPPLEMENTAL REPORTING PACKAGE

Table of Contents

Consolidated Balance Sheets	1
Consolidated Statements of Operations and Comprehensive Income	2
Funds from Operations Analysis	4
Consolidated Statements of Cash Flows	5
Selected Balance Sheet Account Detail	7
Schedule of Securities Carried at Fair Value	8
Schedule of Loans Assets	9
Schedule of Capitalization, Dividends and Liquidity	11
Net Operating Income from Consolidated Properties	12
Schedule of Interest and Dividends	13
Consolidated Properties – Selected Property Data	14
Equity Investments – Selected Property Data	17
Consolidated Properties – Operating Summary	19
Equity Investments – Operating Summary	20
Reconciliation of Non-GAAP financial measures of income to net loss attributable to Common Shares	21
Definitions	22
Investor Information	23

Forward-Looking Statements - This supplemental reporting package contains forward-looking statements within the meaning of the Federal securities laws. You can identify these statements by our use of the words "assumes," "believes," "estimates," "expects," "guidance," "intends," “plans,” projects,” and similar expressions that do not relate to historical matters. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond Winthrop Realty Trust (the “Trust”) control and could materially affect actual results, performance or achievements. These factors include, without limitation, the ability to enter into new leases or renew leases on favorable terms, dependence on tenants’ financial condition, the uncertainties of real estate development, acquisition and disposition activity, the ability to effectively integrate acquisitions, the ability of our joint venture partners to satisfy their obligations, the costs and availability of financing, the effects of local economic and market conditions, the effects of acquisitions, dispositions and possible impairment charges on our operating results, the impact of newly adopted accounting principles on the Trust's accounting policies and on period-to-period comparisons of financial results, regulatory changes and other risks and uncertainties detailed from time to time in the Trust’s filings with the Securities and Exchange Commission. The Trust does not undertake a duty to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures - It is important to note that throughout this presentation management makes references to non-GAAP financial measures, an example of which is Funds from Operations (“FFO”). Reconciliations and definitions for these non-GAAP financial measures are provided within this document.

WINTHROP REALTY TRUST

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)

	September 30,			June 30,			March 31,			December 31,
	2010			2010			2010			2009
ASSETS
Investments in real estate, at cost
Land	$	21,460		$	20,659		$	20,659		$	20,659
Buildings and improvements		236,500			229,132			229,046			228,419
		257,960			249,791			249,705			249,078
Less: accumulated depreciation		(34,416	)		(33,279	)		(32,775	)		(31,269	)
Investments in real estate, net		223,544			216,512			216,930			217,809

Cash and cash equivalents		102,919			37,913			76,591			66,493
Restricted cash held in escrows		8,889			8,574			7,753			9,505
Loans receivable, net		77,964			53,395			25,516			26,101
Accounts receivable, net of allowances of $293, $430, $545, and $565, respectively		12,560			11,870			13,245			14,559
Securities carried at fair value		29,893			43,754			45,528			52,394
Loan securities carried at fair value		6,454			4,673			1,048			1,661
Available for sale securities, net		-			-			210			203
Preferred equity investment		3,972			3,951			3,992			4,012
Equity investments		92,691			82,907			73,010			73,207
Lease intangibles, net		24,496			23,218			23,926			22,666
Deferred financing costs, net		1,217			1,366			1,370			1,495
Assets held for sale		3,096			2,180			3,134			3,087
Deposits		-			4,100			-			-
TOTAL ASSETS	$	587,695		$	494,413		$	492,253		$	493,192

LIABILITIES
Mortgage loans payable	$	211,773		$	213,375		$	214,977		$	216,767
Series B-1 Cumulative Convertible Redeemable Preferred Shares, $25 per share liquidation preference; 852,000 shares authorized and outstanding at September 30, 2010, June 30, 2010, March 31, 2010 and December 31, 2009		21,300			21,300			21,300			21,300
Revolving line of credit		25,450			-			-			-
Accounts payable and accrued liabilities		9,852			8,670			6,722			7,401
Dividends payable		4,424			3,481			3,474			3,458
Deferred income		33			38			43			48
Below market lease intangibles, net		2,348			2,514			2,679			2,849
TOTAL LIABILITIES		275,180			249,378			249,195			251,823

COMMITMENTS AND CONTINGENCIES

NON-CONTROLLING REDEEMABLE PREFERRED INTEREST
Series C Cumulative Convertible Redeemable Preferred Shares, $25 per share liquidation preference, 144,000, 144,000, 144,000 and 544,000 shares authorized and outstanding September 30, 2010, June 30, 2010 March 31, 2010 and December 31, 2009, respectfully		3,221			3,221			3,221			12,169
Total non-controlling redeemable preferred interest		3,221			3,221			3,221			12,169

EQUITY
Winthrop Realty Trust Shareholders’ Equity:
Common Shares, $1 par, unlimited shares authorized; 26,981,888, 21,181,499, 21,137,268, and 20,375,483 issued and outstanding at September 30, 2010, June 30, 2010, March 31, 2010 and December 31, 2009, respectively		26,982			21,181			21,137			20,375
Additional paid-in capital		569,121			507,440			506,876			498,118
Accumulated distributions in excess of net income		(300,219	)		(299,584	)		(300,660	)		(301,317	)
Accumulated other comprehensive loss		(93	)		(73	)		(40	)		(87	)
Total Winthrop Realty Trust Shareholders’ Equity		295,791			228,964			227,313			217,089
Non-controlling interests		13,503			12,850			12,524			12,111
Total Equity		309,294			241,814			239,837			229,200
TOTAL LIABILITIES AND EQUITY	$	587,695		$	494,413		$	492,253		$	493,192

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per share data)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2010			2009			2010			2009
Revenue
Rents and reimbursements	$	9,298		$	10,140		$	28,162		$	30,609
Interest and dividends		4,948			2,496			11,747			6,462
		14,246			12,636			39,909			37,071
Expenses
Property operating		1,812			1,990			5,585			5,492
Real estate taxes		952			674			2,012			1,968
Depreciation and amortization		2,393			2,598			7,092			7,987
Interest		3,809			4,169			11,126			12,745
Provision for loss on loans receivable		-			-			-			2,152
General and administrative		2,300			1,820			6,123			5,137
State and local taxes		7			14			107			211
		11,273			11,265			32,045			35,692
Other income (loss)
Earnings (loss) from preferred equity investments		85			86			253			(2,108	)
Equity in (loss) earnings of equity investments		(409	)		211			(1,328	)		(100,201	)
Gain (loss) on sale of securities carried at fair value		(185	)		676			588			3,274
Unrealized gain on securities carried at fair value		2,490			12,578			4,280			14,010
Impairment loss on real estate loan available for sale		-			-			-			(203	)
Gain on extinguishment of debt		-			445			-			5,682
Unrealized gain on loan securities carried at fair value		581			-			3,593			-
Interest income		17			31			94			145
		2,579			14,027			7,480			(79,401	)

Income (loss) from continuing operations		5,552			15,398			15,344			(78,022	)

Discontinued operations
Income (loss) from discontinued operations		(1,569	)		74			(2,160	)		201

Consolidated net income (loss)		3,983			15,472			13,184			(77,821	)
Income attributable to non-controlling interest		(175	)		(315	)		(595	)		(651	)
Net income (loss) attributable to Winthrop Realty Trust		3,808			15,157			12,589			(78,472	)
Income attributable to non-controlling redeemable
preferred interest		(59	)		-			(230	)		-
Net income (loss) attributable to Common Shares	$	3,749		$	15,157		$	12,359		$	(78,472	)

Comprehensive income (loss)
Consolidated net income (loss)	$	3,983		$	15,472		$	13,184		$	(77,821	)
Change in unrealized gain on available for sale securities		-			10			2			21
Change in unrealized gain (loss) on interest rate derivative		(20	)		141			(8	)		406
Change in unrealized loss from equity investments		-			-			-			26,174
Comprehensive income (loss)	$	3,963		$	15,623		$	13,178		$	(51,220	)

(Continued on next page)

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per share data, continued)

(Unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2010			2009		2010			2009

Per Common Share data - Basic
Income (loss) from continuing operations	$	0.25		$	0.90	$	0.69		$	(4.97	)
Income (loss) from discontinued operations		(0.07	)		-		(0.10	)		0.01
Net income (loss) attributable to Winthrop Realty Trust	$	0.18		$	0.90	$	0.59		$	(4.96	)

Per Common Share data - Diluted
Income (loss) from continuing operations	$	0.25		$	0.90	$	0.69		$	(4.97	)
Income (loss) from discontinued operations		(0.07	)		-		(0.10	)		0.01
Net income (loss) attributable to Winthrop Realty Trust	$	0.18		$	0.90	$	0.59		$	(4.96	)

Basic Weighted-Average Common Shares		21,412			15,855		21,064			15,828
Diluted Weighted-Average Common Shares		21,414			15,855		21,499			15,828

WINTHROP REALTY TRUST

FUNDS FROM OPERATIONS ANALYSIS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Reconciliation of Net Income (Loss) to Funds from Operations (FFO):

Basic
Net income (loss) attributable to Winthrop Realty Trust	$	3,808		$	15,157		$	12,589		$	(78,472	)
Real estate depreciation		1,569			1,637			4,583			4,984
Amortization of capitalized leasing costs		872			1,050			2,591			3,267
Real estate depreciation and amortization
of unconsolidated interests		2,245			2,155			6,646			4,210
Less: Non-controlling interest share of depreciation
and amortization		(787	)		(786	)		(2,371	)		(2,382	)
Funds from operations		7,707			19,213			24,038			(68,393	)
Series C preferred dividends		(59	)		-			(230	)		-
Allocation of earnings to Series B-1 Preferred Shares		-			(1,202	)		(22	)		-
Allocation of earnings to Series C Preferred Shares		(33	)		-			(189	)		-
FFO applicable to Common Shares - Basic	$	7,615		$	18,011		$	23,597		$	(68,393	)
Weighted-average Common Shares		21,412			15,855			21,064			15,828
FFO Per Common Share - Basic	$	0.36		$	1.14		$	1.12		$	(4.32	)

Diluted
Funds from operations (per above)	$	7,707		$	19,213		$	24,038		$	(68,393	)
Allocation of earnings to Series B-1 Preferred Shares (1)		-			-			(19	)		-
Series B-1 Preferred Shares interest expense		-			(1,202	)		-			-
FFO applicable to Common Shares	$	7,707		$	18,011		$	24,019		$	(68,393	)

Weighted-average Common Shares (per above)		21,412			15,855			21,064			15,828
Stock options (2)		2			-			2			-
Convertible Series C Preferred Shares (3)		257			-			433			-
Convertible Series B-1 Preferred Shares		-			-			-			-
Diluted weighted-average Common Shares		21,671			15,855			21,499			15,828
FFO Per Common Share - Diluted	$	0.36		$	1.14		$	1.12		$	(4.32	)

(1)	The Trust's Series B-1 Preferred Shares were considered anti-dilutive for the three and nine months ended September 30, 2010 and September 30, 2009.

(2)	The Trust's stock options were considered dilutive for the three and nine months ended September 30, 2010.

(3)	The Series C Preferred Shares were issued November 1, 2009 and were dilutive for the three and nine months ended September 30, 2010.

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended September 30,
	2010			2009
Cash flows from operating activities
Net income (loss)	$	13,184		$	(77,821	)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization (including amortization
of deferred financing costs)		5,026			5,562
Amortization of lease intangibles		2,064			3,647
Straight-lining of rental income		378			(514	)
(Earnings) loss of preferred equity investments		(253	)		2,843
Distributions from preferred equity investments		293			2,291
Loss of equity investments		1,328			100,201
Distributions from equity investments		3,793			1,596
Restricted cash held in escrows		1,207			(1,009	)
Gain on sale of securities carried at fair value		(588	)		(3,274	)
Unrealized gain on securities carried at fair value		(4,280	)		(14,010	)
Unrealized gain on loan securities carried at fair value		(3,593	)		-
Impairment loss on real estate loan available for sale		-			203
Impairment loss on real estate held for sale		2,720			-
Gain on extinguishment of debt		-			(5,682	)
Provision for loss on loan receivable		-			2,152
Tenant leasing costs		(2,477	)		(2,081	)
Bad debt recovery		(612	)		(73	)
Net change in interest receivable		(236	)		(171	)
Net change in accounts receivable		1,844			1,110
Loan discount accretion		(6,087	)		(406	)
Net change in other operating assets and liabilities		771			(653	)
Net cash provided by operating activities		14,482			13,911

Cash flows from investing activities
Issuance and acquisition of loans receivable		(83,572	)		(15,501	)
Investments in real estate		(3,003	)		(1,301	)
Investment in equity investments		(24,605	)		(2,007	)
Investment in real estate loan available for sale		-			(35,000	)
Purchase of securities carried at fair value		(3,056	)		(30,552	)
Proceeds from preferred equity investments		-			60
Proceeds from sale of real estate loan available for sale		-			34,797
Proceeds from sale of securities carried at fair value		29,565			22,866
Proceeds from sale of available for sale securities		205			-
Proceeds from sale of loans receivable		12,876			-
Restricted cash held in escrows		(2,073	)		2,647
Deposits on acquisition of loans receivable		-			-
Collection of loans receivable		14,900			10,980
Net cash used in investing activities		(58,763	)		(13,011	)

(Continued on next page)

WINTHROP REALTY TRUST

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, continued)

(Unaudited)

	Nine Months Ended September 30,
	2010			2009
Cash flows from financing activities
Proceeds from mortgage loans payable	$	-		$	49
Proceeds from loan payable		-			19,818
Payment of loan payable		-			(19,818	)
Proceeds from revolving line of credit		25,450			35,000
Payment of revolving line of credit		-			(35,000	)
Principal payments of mortgage loans payable		(4,994	)		(4,332	)
Restricted cash held in escrows		1,482			3,970
Payments of note payable		-			(9,800	)
Deferred financing costs		(165	)		(61	)
Contribution from non-controlling interest		1,037			723
Distribution to non-controlling interest		(240	)		(743	)
Issuance of Common Shares under Dividend Reinvestment Plan		1,795			1,047
Issuance of Common Shares through offering		66,867			-
Dividend paid on Common Shares		(10,187	)		(13,844	)
Dividend paid on Series C Preferred Shares		(338	)		-
Redemption of Series B-1 Preferred Shares		-			(2,000	)
Net cash provided by (used in) financing activities		80,707			(24,991	)

Net increase (decrease) in cash and cash equivalents		36,426			(24,091	)
Cash and cash equivalents at beginning of period		66,493			59,238
Cash and cash equivalents at end of period	$	102,919		$	35,147

Supplemental Disclosure of Cash Flow Information
Interest paid	$	10,772		$	12,624
Taxes paid	$	98		$	124

Supplemental Disclosure on Non-Cash Investing and Financing Activities
Dividends accrued on Common Shares	$	4,385		$	3,965
Dividends accrued on Series C Preferrred Shares	$	39		$	-
Capital expenditures accrued	$	1,643		$	190
Redemption of Series B-1 Preferred Shares	$	-		$	(17,081	)
Deposit on redemption of Series B-1 Preferred Shares	$	-		$	17,081
Transfer of preferred equity investments to equity method investments	$	-		$	(41,823	)
Transfer of loans to equity method investments	$	-		$	(15,805	)
Transfer to equity method investments from loans and preferred equity investments	$	-		$	57,628
Transfer of loan assets to investments in real estate	$	8,188		$	-
Transfer of loan assets to investments in lease intangibles	$	2,032		$	-
Transfer of investments in real estate from loan assets	$	(8,188	)	$	-
Transfer to lease intangibles from loan assets	$	(2,032	)	$	-

WINTHROP REALTY TRUST

SELECTED BALANCE SHEET ACCOUNT DETAIL

(In thousands)

(Unaudited)

	September 30, 2010			June 30, 2010			March 31, 2010			December 31, 2009
Operating Real Estate
Land	$	21,460		$	20,659			20,659		$	20,659
Buildings and improvements
Buildings		221,761			217,793			217,793			217,793
Building improvements		11,223			6,995			7,446			6,819
Tenant improvements		3,516			4,344			3,807			3,807
		257,960			249,791			249,705			249,078
Accumulated depreciation and amortization		(34,416	)		(33,279	)		(32,775	)		(31,269	)
Total Operating Real Estate	$	223,544		$	216,512		$	216,930		$	217,809

Accounts Receivable
Straight-line rent receivable	$	8,563		$	8,234			8,342		$	8,941
Other		3,997			3,636			4,903			5,618
Total Accounts Receivable	$	12,560		$	11,870		$	13,245		$	14,559

Securities Carried at Fair Value
REIT Debentures	$	-		$	15,907			17,510		$	18,794
REIT Preferred Shares		28,252			25,922			26,419			23,950
REIT Common Shares		1,641			1,925			1,599			9,650
Total Securities Carried at Fair Value	$	29,893		$	43,754		$	45,528		$	52,394

Equity Investments
Marc Realty Portfolio	$	62,080		$	61,000			58,070		$	57,560
Sealy Ventures Properties		13,152			14,102			14,940			15,647
WRT-ROIC Riverside		7,883			7,805			-			-
PSW NYC		9,576			-			-			-
Concord Debt Holdings		-			-			-			-
CDH CDO		-			-			-			-
Total Equity Investments	$	92,691		$	82,907		$	73,010		$	73,207

Non-Controlling Interests
Westheimer (Houston, TX)	$	9,521		$	9,279		$	9,052		$	8,840
River City / Marc Realty (Chicago, IL)		2,870			2,597			2,399			2,084
Ontario / Marc Realty (Chicago, IL)		584			586			696			801
1050 Corporetum / Marc Realty ( Lisle, IL)		386			388			377			386
Deer Valley / Fenway (Phoenix. AZ)		142			-			-			-
Total Non-Controlling Interests	$	13,503		$	12,850		$	12,524		$	12,111

WINTHROP REALTY TRUST

SCHEDULE OF SECURITIES CARRIED AT FAIR VALUE

(In thousands)

(Unaudited)

	September 30, 2010				June 30, 2010				March 31, 2010				December 31, 2009
	Cost		Fair Value		Cost		Fair Value		Cost		Fair Value		Cost		Fair Value

REIT Debentures	$	-	$	-	$	11,045	$	15,907	$	12,183	$	17,510	$	13,597	$	18,794
REIT Preferred shares		14,867		28,252		14,868		25,922		14,641		26,419		14,231		23,950
REIT Common shares		1,223		1,641		1,660		1,925		1,223		1,599		8,234		9,650
Total securities carried at fair value	$	16,090	$	29,893	$	27,573	$	43,754	$	28,047	$	45,528	$	36,062	$	52,394

Securities carried at fair value are comprised of REIT debentures, preferred shares, and common shares for which the Trust has elected the fair value option.

	Quarter Ended							Year to Date Period Ended
	September 30, 2010			June 30, 2010		March 31, 2010		September 30, 2010		June 30, 2010		March 31, 2010
Net unrealized gains	$	3,071		$	2,875	$	1,927	$	7,873	$	4,802	$	1,927

Net realized gains (losses)	$	(185	)	$	78	$	695	$	588	$	773	$	695

The Trust uses specific identification method for calculating gain or loss on the sale of securities carried at fair value.

WINTHROP REALTY TRUST

SCHEDULE OF LOANS ASSETS

(In thousands)

(Unaudited)

Loans Receivable	Acquisition Date	Asset Type	Location	Interest Rate			(000's) Carrying Amount (1) Sept 30, 2010		(000's) Par Value			Maturity Date (2)	(000's) Senior Debt (3)

B Note	Dec 2009	Hotel	Beverly Hills, CA	Libor + 1.74%			$	7,163	$	10,000		Aug 2011	$	166,000
B Note	Dec 2009	Office	New York, NY	Libor + 1.50%				9,216		15,000		Nov 2011		81,559
Mezzanine (4)	Sep 2010	Multi Family	Meriden, CT		12.00	%		550		3,500		Jan 2012		23,875
B Note	Jun 2009	Office	Phoenix, AZ		(5	)		2,486		4,219		Jun 2012		3,000
B Note	Jun 2009	Office	San Francisco, CA		(6	)		5,898		38,796	(7)	Jun 2013		35,000
Mezzanine	Various	Office	San Francisco, CA		15.00	%		3,028		3,000		Jun 2013		73,796	(7)
Whole	Jul 2010	Multi Family	Tempe, AZ		5.88	%		27,073		31,036		Jan 2015		-
Whole (8)	Jun 2010	Office	Englewood, CO		6.07	%		8,439		10,031		Jul 2015		-
Mezzanine	Aug 2010	Mixed use	Shirley, NY		12.00	%		251		1,497		May 2016		17,045
B Note	Jul 2010	Office	New York, NY		7.19	%		9,946		11,695		Jul 2016		253,679
Mezzanine	Dec 2009	Mixed use	New York, NY		6.79	%		2,430		3,500		Jul 2017		22,500
Mezzanine (9)	Various	Office	Chicago, IL		8.50	%		1,484		1,484		Various		18,290
Total Loans Receivable							$	77,964	$	133,758

Equity Investment Loan Assets
B Note (10)	Jun 2010	Retail	Riverside, CA		12.00	%	$	15,756	$	15,600		Dec 2012	$	54,400
Mezzanine (11)	Aug 2010	Multi-Family	New York, NY		5.88	%		45,000		300,000		Dec 2016		3,000,000
Total Loan Assets of Equity Investments							$	60,756	$	315,600

Loan Securities Carried at Fair Value
Rake Bonds	Dec 2009	Office	Burbank, CA		(12	)	$	4,605	$	6,364		Dec 2010	$	15,666
Rake Bonds	Jul 2010	Office	Costa Mesa, CA		(13	)		1,804		2,273		Dec 2010		17,715
CMBS	Dec 2009	Various	Various	Libor + 1.75%				45		1,140		Jul 2012		1,496,206
Total Loan Securities Carried at Fair Value							$	6,454	$	9,777

(Continued on next page)

WINTHROP REALTY TRUST

SCHEDULE OF LOANS RECEIVABLE AND LOAN SECURITIES

(In thousands, continued)

(Unaudited)

Notes to Schedule of Loan Assets

(1)	Carrying amount of loans receivable includes accrued interest of $433 and accretion of discount of $7,108 at September 30, 2010.

(2)	Maturity dates presented are after giving effect to all contractual extensions.

(3)	Senior Debt indicates debt which is secured by the underlying property which is senior to our loan.

(4)

The Trust's mezzanine loan for Newbury Apartments was subordinate to a non-performing first mortgage loan. On October 29, 2010 the Trust foreclosed on the equity interests in the property subject to the first mortgage. The Trust is negotiating with the first mortgage lender with respect to the current defaults on the mortgage loan.

(5)

The Trust holds a B Note in this loan. Interest on the B Note equals the difference between (i) interest on the entire outstanding loan principal balance ($7,219 at September 30, 2010) at a rate of 9.8375% per annum less (ii) interest payable on the outstanding principal balance of the A Note ($3,000 at September 30, 2010) at a rate of 8.0% per annum. As a result, the effective yield on the Trust’s $2,460 cash investment is 19.4%.

(6)

The Trust holds a B Note in this loan. Interest on the B Note equals the difference between (i) interest on the entire outstanding loan principal balance ($73,796 at September 30, 2010) at a rate of 6.48215% per annum less (ii) interest payable on the outstanding principal balance of the A Note ($35,000 at September 30, 2010) at a rate of 9.75% per annum. As a result, the effective yield on the Trust’s $3,410 cash investment is 40.8%.

(7)	The borrower of the 160 Spear loans has a discount purchase option of $50,000 on it’s A and B Notes of which $15,000 will go to satisfy the B Note.

(8)	The loan is in default and the Trust has commenced foreclosure. It is expected that the Trust will consummate foreclosure in the fourth quarter of 2010.

(9)	Represents tenant improvement and capital expenditure loans on our Marc Realty preferred equity investment in 180 North Michigan.

(10)	The loan asset carrying amount presented is at 100%, however Winthrop's ownership of its equity investment in WRT-ROIC LLC at September 30, 2010 is 50%.

(11)

The loan asset carrying amount presented is at 100%, however Winthrop's ownership of its equity investment in PSW NYC LLC at September 30, 2010 is 22.5%. On October 26, 2010, PSW NYC and the first mortgage lender agreed to settle their dispute and PSW NYC sold its interest in the mezzanine loans to an affiliate of the first mortgage lender for $45,000 and the matter was voluntarily dismissed. The Trust was entitled to $10,125 of the settlement payment on account of its 22.5% interest in PSW NYC.

(12)	Ranges from Libor + 0.65% to Libor + 1.60%.

(13)	Ranges from Libor + 1.39% to Libor + 1.59%.

WINTHROP REALTY TRUST

SCHEDULE OF CAPITALIZATION, DIVIDENDS AND LIQUIDITY

(In thousands)

(Unaudited)

	September 30, 2010		June 30, 2010		March 31, 2010		December 31, 2009
Debt:
Mortgage loans payable	$	211,773	$	213,375	$	214,977	$	216,767
Series B-1 Preferred Shares		21,300		21,300		21,300		21,300
KeyBank line of credit		25,450		-		-		-
Total Debt		258,523		234,675		236,277		238,067

Non-Controlling Redeemable Preferred Interest:
Series C Preferred Shares		3,221		3,221		3,221		12,169

Equity:
Common Shares		295,791		228,964		227,313		217,089
Non-controlling ownership interests		13,503		12,850		12,524		12,111
Total Equity		309,294		241,814		239,837		229,200

Total Capitalization	$	571,038	$	479,710	$	479,335	$	479,436

Common Dividend Per Share
September 30, 2010		June 30, 2010		March 31, 2010		December 31, 2009

$	0.1625	$	0.1625	$	0.1625	$	0.1625

Liquidity and Credit Facility
	September 30, 2010		June 30, 2010		March 31, 2010		December 31, 2009
Cash and cash equivalents	$	102,919	$	37,913	$	76,591	$	66,493
Securities carried at fair value		29,893		43,754		45,528		52,394
Available for sale securities, net		-		-		210		203
Available under line of credit		9,550		35,000		35,000		35,000
Total Liquidity and Credit Facility	$	142,362	$	116,667	$	157,329	$	154,090

WINTHROP REALTY TRUST

NET OPERATING INCOME FROM CONSOLIDATED PROPERTIES

(In thousands)

(Unaudited)

	Three Months Ended
	September 30, 2010			June 30, 2010			March 31, 2010			December 31, 2009
Rents and reimbursements
Minimum rent	$	8,146		$	8,771		$	8,960		$	8,510
Deferred rents (straight-line)		330			(109	)		(599	)		767
Recovery income		890			746			941			472
Less:
Above and below market rents		179			168			158			(140	)
Lease concessions and abatements		(247	)		(86	)		(86	)		(197	)
Total rents and reimbursements		9,298			9,490			9,374			9,412

Rental property expenses
Property operating		1,812			1,822			1,951			1,549
Real estate taxes		952			340			720			573
Total rental property expenses		2,764			2,162			2,671			2,122

Net operating income (1)
from consolidated properties	$	6,534		$	7,328		$	6,703		$	7,290

(1)	See definition of non-GAAP measure of Net Operating Income on page 22 of the supplemental package.

WINTHROP REALTY TRUST

SCHEDULE OF INTEREST AND DIVIDENDS

(In thousands)

(Unaudited)

	Three Months Ended				Nine Months Ended
	September 30, 2010		September 30, 2009		September 30, 2010		September 30, 2009
Interest and Dividends by Business Segment:
Loan Assets	$	4,185	$	1,040	$	9,484	$	2,247
REIT Securities		763		1,456		2,263		4,215
Total Interest and Dividends	$	4,948	$	2,496	$	11,747	$	6,462

Interest and Dividends Detail:
Interest on loan assets	$	1,799	$	634	$	3,356	$	1,841
Accretion of loan discount		2,345		406		6,087		406
Interest on loan securities		41		-		41		-
Interest and dividends on REIT securities		763		1,456		2,263		4,215
Total Interest and Dividends	$	4,948	$	2,496	$	11,747	$	6,462

WINTHROP REALTY TRUST

CONSOLIDATED PROPERTIES - SELECTED PROPERTY DATA

September 30, 2010

Description and Location	Year Acquired	Trust’s Ownership			Rentable Square Feet		(**) % Leased			Major Tenants (Lease /Options Exp)	Major Tenants’ Sq. Feet.		($000's) Cost Less Depreciation		Ownership of Land	($000's) Debt Balance			Debt Maturity & Int Rate

Retail
Atlanta, GA	2004		100	%		61,000		100	%	The Kroger Co. (2016/2026)		61,000	$	3,957	Ground Lease		(1	)		(1	)

Denton, TX (2)	2004		100	%		48,000		100	%	The Kroger Co. (2010)		48,000		1,345	Land Estate (3)		(1	)		(1	)

Greensboro, NC	2004		100	%		47,000		100	%	The Kroger Co. (2017/2037)		47,000		3,243	Ground Lease		(1	)		(1	)

Lousiville, KY	2004		100	%		47,000		100	%	The Kroger Co. (2015/2040)		47,000		2,325	Land Estate (3)		(1	)		(1	)

Memphis, TN	2004		100	%		47,000		100	%	The Kroger Co. (2015/2040)		47,000		650	Land Estate (3)		(1	)		(1	)

Seabrook TX	2004		100	%		53,000		100	%	The Kroger Co. (2015/2040)		53,000		1,191	Land Estate (3)		(1	)		(1	)

St. Louis, MO (2)	2004		100	%		46,000		100	%	The Kroger Co. (2010)		46,000		847	Land Estate (3)		(1	)		(1	)

Subtotal Retail						349,000								13,558			(1	)

The Trust has classified its Athens, Georgia; Lafayette, Louisana; Knoxville, Tennessee; and Sherman, Texas retail net leased properties, not listed above, as discontinued operations. These properties have combined square footage of approximately 187,000 and an aggregate remaining carrying amount of $3,096 on the balance sheet at September 30, 2010.

(Continued on next page )

WINTHROP REALTY TRUST

CONSOLIDATED PROPERTIES - SELECTED PROPERTY DATA (Continued)

September 30, 2010

Description and Location	Year Acquired	Trust’s Ownership			Rentable Square Feet		(**) % Leased			Major Tenants (Lease /Options Exp)	Major Tenants’ Sq. Feet.		($000's) Cost Less Depreciation		Ownership of Land	($000's) Debt Balance			Debt Maturity & Int Rate
Office
Amherst, NY (4)	2005		100	%		200,000		100	%	Ingram Micro Systems (2013/2023)		200,000	$	17,196	Fee	$	16,222			10/2013 5.65	%

Andover, MA	2005		100	%		93,000		100	%	PAETEC Comm. (2022/2037)		93,000		6,315	Ground Lease		6,169			03/2011 6.60	%

Chicago, IL (Ontario / Marc Realty)	2005		80	%		126,000		86	%	The Gettys Group (2011/2016)		16,000		21,972	Fee		20,900			03/2016 5.75	%
Chicago, IL (Ontario / Marc Realty)										River North Surgery (2015/ n/a)		15,000

Chicago, IL (River City / Marc Realty )	2007		60	%		253,000		69	%	Bally Total Fitness (2011/2021)		55,000		14,092	Fee		9,100			04/2012 6.00	%
										MCI d/b/a Verizon (2019/2023)		37,000

Houston, TX	2004		8	%		614,000		100	%	Spectra Energy (2018/2028)		614,000		60,433	Fee		61,266			04/2016 6.37	%

Indianapolis, IN (Circle Tower)	1974		100	%		111,000		82	%	No Tenants Over 10%		-		4,604	Fee		4,263			04/2015 5.82	%

Lisle, IL	2006		100	%		169,000		52	%	United Healthcare (2014/ n/a)		41,000		18,785	Fee		17,026			06/2016 6.26	%

Lisle, IL	2006		100	%		67,000		85	%	T Systems, Inc. (5) (2010/2015)		35,000		8,207	Fee		6,954			06/2016 6.26	%
										ABM Janitorial (2012/2014)		11,000
										Zenith Insurance (2011)		10,000

Lisle, IL (Marc Realty)	2006		60	%		54,000		100	%	Ryerson (2018/2028)		54,000		3,695	Fee		5,600			03/2017 5.55	%

Orlando, FL	2004		100	%		256,000		100	%	Siemens Real Estate, Inc. (2017/2042)		256,000		14,751	Ground Lease		38,784			07/2017 6.40	%

Plantation, FL	2004		100	%		133,000		100	%	BellSouth (2020/2035)		133,000		7,623	Land Estate (6)		(1	)		(1	)

South Burlington, VT	2005		100	%		56,000		100	%	Fairpoint Comm. (2014/2029)		56,000		2,803	Ground Lease		2,644			03/2011 6.60	%

Phoenix, AZ	2010		96.5	%		86,000		59	%	United Healthcare (2017/2027)		42,000		8,156	Fee		-			n/a

Subtotal - Office						2,218,000								188,632			188,928

(Continued on next page)

WINTHROP REALTY TRUST

CONSOLIDATED PROPERTIES - SELECTED PROPERTY DATA (Continued)

September 30, 2010

Description and Location	Year Acquired	Trust’s Ownership			Rentable Square Feet		(**) % Leased			Major Tenants (Lease /Options Exp)	Major Tenants’ Sq. Feet.		($000's) Cost Less Depreciation		Ownership of Land	($000's) Debt Balance			Debt Maturity & Int Rate

Other
Warehouse
Jacksonville, FL	2004		100	%		587,000		100	%	Football Fanatics (2015/2024)		558,000		10,801	Fee		(1	)		(1	)

Mixed Use
Churchill, PA	2004		100	%		1,008,000		100	%	Viacom, Inc. (2010)		1,008,000		10,553	Ground Lease		(1	)		(1	)

Subtotal - Other						1,595,000								21,354			(1	)
Total Consolidated Properties						4,162,000							$	223,544		$	211,773

(**)	Occupancy rates include all signed leases, including space undergoing tenant improvements.

(1)	Our retail properties and our properties located in Churchill, Pennsylvania, Plantation, Florida, and Jacksonville, Florida collateralized $22,844 of mortgage debt at an interest rate of LIBOR + 1.75% which matures in June 2011.

(2)	The tenant in our Denton, Texas and St Louis, Missouri retail locations has sent notification that they will not be exercising their renewal option upon expiration of current lease term.

(3)	The Trust exercised its option to acquire the land underlying six of its retail properties which were ground leased by the Trust as of September 30, 2010. The acquisition of the six land parcels was consummated on November 1, 2010 for an aggregate purchase price of approximately $4,209.

(4)	The Amherst, New York office property represents two separate buildings. The ground underlying the properties is leased to us by the local development authority pursuant to a ground lease which requires no payment. Effective October 31, 2013, legal title to the ground will vest with us.

(5)	T-Systems, Inc lease expires on December 31, 2010 and management is currently in negotiations with tenant on renewal terms.

(6)

The Trust entered into a purchase and sale agreement to acquire the land underlying the Trust’s property in Plantation, Florida which is leased to BellSouth Telecommunications through March 31, 2020. The consummation of the acquisition of land is expected to occur in the fourth quarter of 2010 at a purchase price of approximately $4,000.

WINTHROP REALTY TRUST

EQUITY INVESTMENTS – SELECTED PROPERTY DATA

September 30, 2010

Description and Location	Year Acquired	Trust’s Ownership			Rentable Square Feet		(**) % Leased			Major Tenants (Lease /Options Exp)	Major Tenants’ Sq. Feet.		($000's) Cost Less Depreciation		Ownership of Land	($000's) Debt Balance			Debt Maturity & Int Rate
Marc Realty Portfolio - Equity Investments
8 South Michigan, Chicago, IL	2005		50	%		174,000		98	%	No tenants over 10%		-	$	7,149	Ground Lease	$	3,944			08/2011 6.87	%

11 East Adams, Chicago, IL	2005		49	%		161,000		77	%	IL School of Health (2015/2020)		28,700		3,273	Fee		9,999		08/2011 Libor + 2		%

29 East Madison, Chicago, IL	2005		50	%		235,000		90	%	Computer Systems Institute (2020/2030)		25,000		7,820	Fee		11,285			05/2013 5.20	%

30 North Michigan, Chicago, IL	2005		50	%		221,000		92	%	No tenants over 10%		-		11,855	Fee		13,187			08/2014 5.99	%

223 West Jackson, Chicago, IL	2005		50	%		168,000		57	%	No tenants over 10%		-		7,356	Fee		7,899			06/2012 6.92	%

4415 West Harrison, Hillside, IL (High Point)	2005		50	%		192,000		68	%	North American Medical Mgmt (2015/2020)		20,400		6,147	Fee		4,742			12/2017 5.62	%

2000-60 Algonquin, Shaumburg, IL (Salt Creek)	2005		50	%		101,000		66	%	No tenants over 10%		-		2,299	Fee		(2	)	02/2013 Libor + 2.75		%

1701 E. Woodfield, Shaumburg, IL	2005		50	%		175,000		84	%	No tenants over 10%		-		4,222	Fee		5,775		09/2015 Libor + 3		%

2720 River Rd, Des Plains, IL	2005		50	%		108,000		94	%	No tenants over 10%		-		4,177	Fee		2,617			10/2012 6.095	%

3701 Algonquin, Rolling Meadows IL	2005		50	%		193,000		82	%	ISACA (2018/2024)		26,100		2,956	Fee		10,415		02/2013 Libor + 2.75		%
										Relational Funding (2013/ n/a)		27,400

2205-55 Enterprise, Westchester, IL	2005		50	%		130,000		93	%	Consumer Portfolio (2014/2019)		18,900		3,062	Fee		(2	)	02/2013 Libor + 2.75		%

900-910 Skokie, Northbrook, IL (Ridgebrook)	2005		50	%		119,000		78	%	MIT Financial Group (2016/ n/a)		12,600		1,764	Fee		5,424		02/2011 Libor + 2		%

Subtotal - Marc Realty Portfolio						1,977,000								62,080			86,966

(Continued on next page)

WINTHROP REALTY TRUST

EQUITY INVESTMENTS – SELECTED PROPERTY DATA (Continued)

September 30, 2010

Description and Location	Year Acquired	Trust’s Ownership			Rentable Square Feet		(**) % Leased			Major Tenants (Lease /Options Exp)	Major Tenants’ Sq. Feet.		($000's) Cost Less Depreciation		Ownership of Land	($000's) Debt Balance		Debt Maturity & Int Rate
Sealy Venture Properties - Equity Investments
Atlanta, GA (3) (Northwest Atlanta)	2006		60	%		472,000		75	%	Original Mattress (2020/2025)		57,000	$	2,648	Fee	$	28,750		01/2012 5.7	%

Atlanta, GA (4) (Newmarket)	2008		68	%		470,000		67	%	Alere Health (2011/ n/a)		76,000		7,091	Fee		37,000		11/2016 6.12	%

Nashville, TN (5) (Airpark)	2007		50	%		1,155,000		88	%	No tenants over 10%		-		3,413	Fee		74,000		05/2012 5.77	%

Subtotal - Sealy Venture Properties						2,097,000				(Northwest Atlanta)				13,152			139,750

Riverside Plaza Loan Asset- Equity Investment
WRT-ROIC Riverside LLC (6)	2010		50	%										7,883			-

Peter Cooper Village / Stuyvesant Town Loan Asset -Equity Investment
PSW New York LLC (7)	2010		22.5	%										9,576			-

Total Equity Investment Properties						4,074,000							$	92,691		$	232,038

(**)	Occupancy rates include all signed leases including space undergoing tenant improvements

(1)	Debt balance shown represents 100% of the debt encumbering the properties.

(2)	Both the 2000-60 Algonquin and 2205-55 Enterprise Road Marc Realty properties are cross collateralized by a mortgage of $11,679 which is included in total debt balance.

(3)	Equity investment in Sealy Northwest Atlanta consists of 12 flex/office properties

(4)	Equity investment in Sealy Newmarket consists of six flex/office campus style properties

(5)	Equity investment in Sealy Airpark consists of 13 light distribution and service center properties.

(6)	On June 28, 2010 the Trust entered into a 50%-50% joint venture with Retail Opportunity Investment Corp. (“ROIC”). The new joint venture entity was formed and funded by its members concurrent with its purchase of the Riverside Plaza loan.

(7)

On August 6, 2010 the Trust entered into a venture, PSW NYC LLC, which was formed to purchase the Peter Cooper Village / Stuyvesant Town mezzanine loans. On October 26, 2010, PSW NYC and the first mortgage lender agreed to settle their dispute and PSW NYC sold its interest in the mezzanine loans to an affiliate of the first mortgage lender for $45,000 and the matter was voluntarily dismissed. The Trust was entitled to $10,125 of the settlement payment on account of its 22.5% interest in PSW NYC.

WINTHROP REALTY TRUST

CONSOLIDATED PROPERTIES - OPERATING SUMMARY

Nine Months ended September 30, 2010

(In thousands, except for Number of Properties and Square Footage)

Description	% Owned			Number of Properties		Square Footage		Rents and Reimburse-ments		Operating Expenses		Real Estate Taxes		Net Operating Income (1)			Interest Expense		Impair-ment		Depreciation & Amortization		(Income)Loss Attributable to Non-controlling Interest			WRT's share Net Income / (Loss) from Consolidated Properties (1)
100% Owned Consolidated Properties
Retail		100.0	%		7		349,000	$	1,351	$	23	$	-	$	1,328		$	-	$	-	$	47	$	-		$	1,281
Office		100.0	%		8		1,085,000		10,504		2,299		499		7,706			4,444		-		3,037		-			225
Other		100.0	%		2		1,595,000		3,319		417		11		2,891			-		-		325		-			2,566
					17		3,029,000		15,174		2,739		510		11,925			4,444		-		3,409		-			4,072
Partially Owned Consolidated Properties
Chicago, IL (Ontario/Marc Realty)		80.0	%		1		126,000		3,555		1,048		630		1,877			925		-		843		22			87
Chicago, IL (River City/Marc Realty)		60.0	%		1		253,000		2,853		1,521		522		810			461		-		570		(88	)		(134	)
Houston, TX (Multiple LP's)		8.0	%		1		614,000		5,909		8		-		5,901			2,989		-		2,095		681			136
Lisle, IL (Marc Realty)		60.0	%		1		54,000		655		241		55		359			245		-		114		1			-
Phoenix, Arizona (Deer Valley / Fenway)		96.5	%		1		86,000		16		28		295		(307	)		-		-		61		(21	)		(347	)
					5		1,133,000		12,988		2,846		1,502		8,640			4,620		-		3,683		595			(258	)
KeyBank mortgage loan interest expense (2)					-		-		-		-		-		-			532		-		-		-			(532	)
Total Consolidated Properties					22		4,162,000	$	28,162	$	5,585	$	2,012	$	20,565		$	9,596	$	-	$	7,092	$	595		$	3,282
Series B-1 Preferred interest expense (3)																		1,172
Other																		358
Total																	$	11,126

(1)	See definition of Net Operating Income and Net Income / (Loss) from Consolidated Properties on page 22 of the supplemental package.

(2)	Represents interest expense on a mortgage loan made by KeyBank collateralized by our retail properties, our Churchill, Pennsylvania; Orlando, Florida; and Plantation, Florida properties.

(3)	Represents interest expense (dividends) on our Series B-1 Preferred Shares treated as debt for GAAP purposes.

WINTHROP REALTY TRUST

EQUITY INVESTMENTS - OPERATING SUMMARY

Nine Months ended September 30, 2010

(In thousands, except for Number of Properties and Square Footage)

Venture	Number of Properties		Square Footage		Rents and Reimburse-ments		Operating Expenses		Real Estate Taxes		Net Operating Income (2)		Interest Expense		Other Income (Expense)			Deprec & Amort		Net Income / (Loss) from Equity Invest- ments			WRT' S Share of Net Income / (Loss) from Equity Investments
Marc Realty Portfolio		12		1,977,000		30,515		12,501		4,446		13,568		3,544		635			7,228		3,431			1,710
Sealy Venture Portfolio		3		2,097,000		12,457		2,483		1,341		8,633		6,241		(751	)		5,008		(3,367	)		(1,972	)
Total Equity Investment Properties		15		4,074,000	$	42,972	$	14,984	$	5,787	$	22,201	$	9,785	$	(116	)	$	12,236	$	64			(262	)

Amortization of Marc Realty Portfolio basis differential (1)																								(216	)
WRT-ROIC Riverside - Winthrop's share of net income from equity investment																								239
PSW NYC - Winthrop's share of net loss from equity investment																								(1,089	)
Equity in loss of equity investments																							$	(1,328	)

(1)

This amount represents the aggregate difference between the Trust’s historical cost basis and the basis reflected at the equity investment level, which is typically amortized over the life of the related assets and liabilities. The basis differentials are the result of other-than-temporary impairments at the investment level and a reallocation of equity at the venture level as a result of the restructuring.

(2)	See definition of Net Operating Income on page 22 of the supplemental package.

WINTHROP REALTY TRUST

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES OF INCOME TO

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHARES

(In thousands)

	Nine Months Ended			Three Months Ended			Three Months Ended			Three Months Ended			Three Months Ended
	September 30,			September 30,			June 30,			March 31,			December 31,
	2010			2010			2010			2010			2009

NOI from consolidated properties (1), (4)	$	20,565		$	6,534		$	7,328		$	6,703		$	7,290

Less:
Interest expense		(9,596	)		(3,196	)		(3,207	)		(3,193	)		(3,377	)
Depreciation and amortization		(7,092	)		(2,393	)		(2,385	)		(2,314	)		(2,599	)
Impairment loss on investments in real estate		-			-			-			-			(10,000	)
Income attributable to non-controlling interest		(595	)		(175	)		(175	)		(245	)		(366	)
WRT share of income (loss) from consolidated properties (2), (4)		3,282			770			1,561			951			(9,052	)

Equity in loss of equity investments (3)		(1,328	)		(409	)		(392	)		(527	)		(2,891	)

Add:
Earnings from preferred equity investments		253			85			85			83			-
Interest and dividend income		11,747			4,948			3,590			3,209			874
Gain on sale of securities carried at fair value		588						78			695			2,142
Gain on extinguishment of debt		-			-			-			-			1,164
Unrealized gain on loan securities carried at fair value		3,593			581			3,625			-			-
Unrealized gain on securities carried at fair value		4,280			2,490			-			2,540			3,852
Interest income		94			17			40			37			27
State and local tax refunds		-			-			-			-			54
Income from discontinued operations		-			-			-			210			663

Less:
Series B-1 Preferred interest expense		(1,172	)		(390	)		(391	)		(391	)		(474	)
General and administrative		(6,123	)		(2,300	)		(1,916	)		(1,907	)		(2,166	)
State and local tax expense		(107	)		(7	)		(85	)		(15	)		-
Unrealized loss on loan securities carried at fair value		-			-			-			(613	)		-
Unrealized loss on securities carried at fair value		-			-			(750	)		-			-
Loss on sale of securities carried at fair value		-			(185	)		-			-			-
Interest expense - other		(358	)		(223	)		(68	)		(67	)		(68	)
Series C Preferred interest		(230	)		(59	)		(58	)		(113	)		(147	)
Loss on discontinued operations		(2,160	)		(1,569	)		(801	)		-			-
Net income (loss) attributable to Common Shares	$	12,359		$	3,749		$	4,518		$	4,092		$	(6,022	)

(1)	See detail for the three months ended September 30, 2010 on Page 12 of the supplemental package.

(2)	See detail for the nine months ended September 30, 2010 on Page 19 of the supplemental package.

(3)	See detail for the nine months ended September 30, 2010 on Page 20 of the supplemental package.

(4)	See definitions for non-GAAP measures on page 22 of the supplemental package.

WINTHROP REALTY TRUST

DEFINITIONS

Funds From Operations (FFO):

FFO is computed in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). NAREIT defines FFO as net income or loss determined in accordance with Generally Accepted Accounting Principles (“GAAP”), excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus specified non-cash items, such as real estate asset depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. FFO and FFO per diluted share are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs. FFO and FFO per diluted share should be evaluated along with GAAP net income and income per diluted share (the most directly comparable GAAP measures), as well as cash flow from operating activities, investing activities and financing activities, in evaluating the operating performance of equity REITs. Management believes that FFO and FFO per diluted share are helpful to investors as supplemental performance measures because these measures exclude the effect of depreciation, amortization and gains or losses from sales of real estate, all of which are based on historical costs which implicitly assumes that the value of real estate diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, these non-GAAP measures can facilitate comparisons of operating performance between periods and among other equity REITs. FFO does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs as disclosed in the Company’s Consolidated Statements of Cash Flows. FFO should not be considered as an alternative to net income as an indicator of the Company’s operating performance or as an alternative to cash flows as a measure of liquidity. In addition to FFO, the Company also discloses FFO before certain items that affect comparability. Although this non-GAAP measure clearly differs from NAREIT’s definition of FFO, the Company believes it provides a meaningful presentation of operating performance

Net Operating Income (NOI):

Net operating income is a non-GAAP measure equal to revenues from all rental property less operating expenses and real estate taxes. We believe NOI is a useful measure for evaluating operating performance of our real estate assets as well as those held by our unconsolidated equity investments. We believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from net income. NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently. We believe that in order to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income as presented in our consolidated financial statements. NOI should not be considered as an alternative to net income as an indication of our performance or to cash flows as a measure of our liquidity or ability to make distributions.

Net Income / (Loss) from Consolidated Properties:

Net Income / (Loss) from Consolidated Properties is a non-GAAP measure equal to NOI less interest, depreciation, impairments and other corporate general administrative expenses related to consolidated properties less income attributable to non-controlling interests. We believe Net Income / (Loss) from Consolidated Properties is a useful measure for evaluating operating performance of our consolidated operating properties. Net Income / (Loss) from Consolidated Properties presented by us may not be comparable to Net Income / (Loss) from Consolidated Properties reported by other REITs that define it differently. We believe that in order to facilitate a clear understanding of our operating results, Net Income / (Loss) from Consolidated Properties should be examined in conjunction with net income as presented in our consolidated financial statements. Net Income / (Loss) from Consolidated Properties should not be considered as an alternative to net income as an indication of our performance or to cash flows as a measure of our liquidity or ability to make distributions.

Investor Information

Transfer Agent		Investor Relations
Computershare Written Requests: P.O. Box 43078 Providence, RI 02940 phone: 800.622.6757 (U.S., Canada and Puerto Rico) phone: 781.575.4735 (outside U.S.) Overnight Delivery: 250 Royall Street Canton, MA 02021 Internet Inquiries: Investor Centre™ website at www.computershare.com/investor		Beverly Bergman , VP of Investor Relations Winthrop Realty Trust Beverly Bergman P.O. Box 9507 7 Bulfinch Place, Suite 500 Boston, MA 02114-9507 phone: 617.570.4614 fax: 617.570.4746

Research Coverage

Analyst	Firm	Contact Information

Joshua A. Barber	Stifel Nicolaus	(443) 224-1347 jabarber@stifel.com

Ross L. Smotrich	Barclays Capital	(212) 526-2306 ross.smotrich@barcap.com

Jeffrey S. Langbaum	Barclays Capital	(212) 526-0971 jeffrey.langbaum@barcap.com

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